UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE PRE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[x] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box: [X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only
(as Permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
LASER CORPORATION
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(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing: (Check the appropriate box)
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and O-11
(1) Title of each class of securities to which transaction applies:_____________
(2) Aggregate number of securities to which transaction applies:________________
(3) Per unit price of other underlying value of transaction computed
persuant to Exchange Act Rule O-11
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:____________________________
(5) Total fee paid:____________
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:________________
(2) Form, schedule or registration statement no.:_______________________
(3) Filing party:_________________
(4) Date filed:___________________
LASER CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 17, 2001
To the Shareholders:
The 2001 Annual Meeting of Shareholders of Laser Corporation (the
"Company") will be held at the Company's headquarters, 2417 South 3850 West,
Salt Lake City, Utah 84120 on Tuesday, May 17, 2001 at 9:00 a.m. MDT, for the
following purposes:
1. To elect four directors, each to serve until the next annual meeting
of the Shareholders and until each of their successors is elected and shall
qualify;
2. To approve an amendment to the Company's Articles of Incorporation
to increase the authorized number of shares of the Company's Common Stock to
40,000,000 shares;
3. To approve an amendment to the Company's Articles of Incorporation
to authorize up to 10,000,000 shares of Preferred Stock of the Company issuable
in one or more series;
4. To approve the selection of Tanner + Co. as the independent auditors
of the Company; and
5. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Information regarding the matters to be acted upon at the meeting is
contained in the Proxy Statement attached to this Notice. Only Shareholders of
record at the close of business on April 6, 2001 will be entitled to notice of
and to vote at the meeting or any adjournment thereof.
Your vote is important. Please sign and date the enclosed Proxy and
return it promptly in the enclosed return envelope whether or not you expect to
attend the meeting. You may revoke your Proxy and vote in person should you
decide to attend the meeting.
By Order of the Board of Directors
Rod O. Julander, Secretary
Salt Lake City, Utah
April 16, 2001
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF
LASER CORPORATION
------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of Proxies by the Board of Directors of Laser Corporation (the "Company") for
the 2001 Annual Meeting of Shareholders of the Company to be held on May 17,
2001, at 9:00 a.m. MDT, at the Company's headquarters, 2417 South 3850 West,
Salt Lake City, Utah. Shareholders will consider and vote upon the proposals
described herein and referred to in the Notice of Annual Meeting accompanying
this Proxy Statement.
The close of business on April 6, 2001, has been fixed as the record
date for the determination of the Shareholders entitled to notice of, and to
vote at, the Annual Meeting. On such date there were outstanding and entitled to
vote 1,630,107 shares of common stock. Each share of common stock is entitled to
one vote on each matter to be considered at the meeting. For a description of
the principal holders of such stock, see "Security Ownership of Certain
Beneficial Owners and Management" below.
Shares represented by Proxies will be voted in accordance with the
specifications made thereon by the Shareholders. Any Proxy not specifying the
contrary will be voted in favor of Management's nominees for Directors of the
Company, for approval on an amendment to the Company's Articles of Incorporation
to increase the number of authorized shares of common stock and to authorize the
issuance of Preferred Stock, and for ratification of appointment of the
certified public accountants.
The Proxies being solicited by the Board of Directors may be revoked by
any Shareholder giving the Proxy at any time prior to the Annual Meeting by
giving notice of such revocation to the Company, in writing, at the address of
the Company provided below. The Proxy may also be revoked by any Shareholder
giving such Proxy who appears in person at the Annual Meeting and advises the
Chairman of the Meeting of his intent to revoke the Proxy.
The principal executive offices of the Company are located at 2417
South 3850 West, Salt Lake City, Utah 84120. This Proxy Statement and the
enclosed Proxy are being furnished to Shareholders on or about April 16, 2001.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
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The following table sets forth information as of March 15, 2001, as to
each person who owns of record, or is known by the Company to own beneficially,
more than five percent (5%) of any class of voting securities of the Company.
Amount and
Nature of
Title Name & Address Beneficial Percent
of Class of Beneficial Owner Ownership(1) of Class(2)
- -------- ------------------- -------------- -----------
Common Reinhardt Thyzel(3) 584,863 34.3
Rehweidstrasse 15
8738 Uetliburg, Switzerland
Common Estate of Wm. H. McMahan(4) 151,819 9.0
3959 West 1820 South
Salt Lake City, UT 84104
Common Paula F. Julander(5) 109,305 6.4
1467 Penrose Drive
Salt Lake City, UT 84103
(1) Except as otherwise indicated, all shares are directly owned with
voting and investment power held by the person named.
(2) Unless otherwise noted, based upon 1,705,691 shares (including shares
subject to options that are exercisable within sixty days) outstanding
as of March 15, 2001.
(3) Based upon information included in a Schedule 13D filed with the
Securities and Exchange Commission ("SEC") on October 30, 1998, and
subsequent Form 5 filed with SEC. Also includes 50,000 shares owned by
Mrs. Gisela Thyzel, his wife, as to which Mr. Thyzel disclaims
beneficial ownership and 4,000 shares which Mr. Thyzel has the right to
acquire through the exercise of stock options.
(4) Based upon documents provided by the executor of the Estate of William
H. McMahan. Includes 10,579 shares held by Linda R. McMahan, who is the
executor of the Estate.
(5) Based upon information provided by Mrs. Julander on a SEC Form 144
dated June 15, 2000. Also includes 13,555 shares held by Dr. Rod O.
Julander, her husband and 22,000 shares which Dr. Julander has the
right to acquire through the exercise of stock options. Mrs. Julander
disclaims beneficial ownership of stock held by her husband.
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Security Ownership of Management
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The following table sets forth certain information as of March 15,
2001, regarding the ownership of each class of equity securities of the Company
by each Director or nominee for Director of the Company and by all executive
officers and directors as a group.
Amount and
Nature of
Title Name of Beneficial Percent
of Class Beneficial Owner Ownership(1) of Class
- -------- ----------------- -------------- --------
Common B. Joyce Wickham 26,600(2) 1.6
Common Rod O. Julander 109,305(3) 6.4
Common Mark L. Ballard 22,024(4) 1.3
Common Reinhardt Thyzel 584,863(5) 34.3
Common All Executive Officers 742,692 43.5
and Directors as a
Group (4 persons)
(1) Except as otherwise indicated, all shares listed include shares subject
to options that officers and directors have the right to exercise
within sixty days and are directly owned with voting and investment
power held by the person named.
(2) Includes 16,000 shares which Ms. Wickham has the right to acquire
through the exercise of stock options.
(3) Includes 73,750 shares owned by Paula F. Julander, his wife, as to
which Dr. Julander disclaims beneficial ownership and 22,000 shares
which Dr. Julander has the right to acquire through the exercise of
stock options.
(4) Includes 16,000 shares which Mr. Ballard has the right to acquire
through the exercise of stock options.
(5) Includes 50,000 shares owned by Gisela Thyzel, his wife, as to which
Mr. Thyzel disclaims beneficial ownership and 4,000 shares which Mr.
Thyzel has the right to acquire through the exercise of stock options.
Ms. Wickham and Messrs. Julander, Ballard and Thyzel are required to
annually report the acquisition of options granted pursuant to stock option
plans of the Company on a Form 5. These reports were filed for 2000 and evidence
the grant of options to the individuals named.
-3-
On October 9, 1998, Mr. Reinhardt Thyzel acquired 521,739 shares of the
Company's common stock for a purchase price of $600,000. Mr. Thyzel used his
personal funds to acquire the shares. Mr. Thyzel has acquired additional shares
through the exercise of stock options and shares issued in lieu of Directors
fees. Because Mr. Thyzel owns 32.6% of the issued and outstanding shares of
common stock of the Company, he could be deemed to control the Company.
Changes in Control
- ------------------
The Company is unaware of any arrangement which may at a subsequent
date result in any change of control of the Company.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the Board of
Directors shall be elected each year at the annual meeting of the Shareholders
of the Company. At the 2001 Annual Meeting, the Board of Directors will nominate
B. Joyce Wickham, Rod O. Julander, Mark L. Ballard and Reinhardt Thyzel for
election as directors of the Company. Upon election, the directors will serve
until the next Annual Meeting of the Shareholders or until their successors have
been elected and qualified. The Board of Directors believes that all of the
nominees will be available and able to serve as directors.
In the absence of instructions to the contrary, the persons named in
the Proxy will vote the Proxies "FOR" the election of the nominees listed below,
unless otherwise specified in the Proxy. The Board of Directors has no reason to
believe that any nominee will be unable to serve, but if any nominee should
become unable to serve, the Proxies will be voted for such other person as the
Board of Directors shall recommend.
Certain information concerning the nominees to the Board of Directors
is set forth below:
Name Of Company Has Served as
Nominee Age Position Held Director Since
- ------- --- ------------- --------------
B. Joyce 49 Director, Chairman, President, 1989
Wickham Chief Executive Officer and
Treasurer
Rod O. 67 Director and Secretary 1989
Julander
Mark L. 53 Director, Vice President 1994*
Ballard and Assistant Secretary
Reinhardt 52 Director 1998
Thyzel
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* Mr. Ballard served as a Director of the Company from June 1983 to October
1987.
Board and Committee Meetings
- ----------------------------
There were seven meetings of the Board of Directors during the last
fiscal year. Each of the directors attended at least seventy-five (75%) of the
meetings held. For a description of directors' fees, see "Executive Compensation
- - Compensation of Directors." The Board of Directors has designated Audit, Stock
Option, and Executive and Compensation Committees. At the present time, Rod O.
Julander and Reinhardt Thyzel are the members of the Audit and Executive and
Compensation Committees. Rod O. Julander and Reinhardt Thyzel are members of the
Stock Option Committee, employee plan. B. Joyce Wickham and Mark L. Ballard are
members of the Stock Option Committee, director plan.
The functions performed by the Audit Committee include (i) meeting with
the Company's independent auditors to discuss the scope of the auditors' annual
audit of the Company's financial statements, procedures recommended by the
auditors, and the results of the auditors' annual audit, and (ii) reporting and
making recommendations to the Board of Directors. The Audit Committee held one
meeting in 2000.
The functions performed by the Executive and Compensation Committee
are to periodically review the compensation paid to officers of the Company and
to make recommendations to the Board of Directors concerning such compensation.
The Executive and Compensation Committee held one meeting in 2000.
The functions performed by the Stock Option Committee, employee plan,
include (i) administering the Company's employee stock option plans, and (ii)
determining eligible officers and employees to whom any stock options should be
granted pursuant to the stock option plans, the number thereof, and the terms of
any such grants. This Stock Option Committee held two meetings in 2000.
The functions performed by the Stock Option Committee, director plan,
include (i) administering the Company's director stock option plans, and (ii)
determining eligible directors to whom any stock options should be granted
pursuant to the stock option plans, the number thereof, and the terms of any
such grants. This Stock Option Committee held two meetings in 2000.
Executive Officers and Directors
- --------------------------------
The executive officers, directors, and significant employees of the
Company are listed on the following table:
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Name Position Age
---- -------- ---
B. Joyce Wickham Chairman, Director, President, 49
Chief Executive Officer and
Treasurer
Mark L. Ballard Director, Vice President
and Assistant Secretary 53
Rod O. Julander Director and Secretary 67
Reinhardt Thyzel Director 52
The term of each executive officer is one year. Officers are elected
each year at the Annual Meeting of the Board of Directors.
Certain information regarding the business experience of these
executive officers, directors and significant employees is set forth below:
B. Joyce Wickham. Ms. Wickham was elected Chairman of the Board,
President and Chief Executive Officer, and Treasurer of the Company in 1989. She
has served in those capacities since that time, except for the period from June
1989 until December 1990 when she served solely as Chairman of the Board and
Treasurer. Ms. Wickham has been employed by the Company and its subsidiaries or
associated companies since 1981, with the exception of one year during 1988-1989
at which time she was employed with McMahan Enterprises in General Management.
Ms. Wickham has held various executive positions for the Company including
Manager of American Laser GmbH, Munich, Germany, Manager of the Company's
Taipei, Taiwan material procurement operations, Manager of Optical Computer,
Inc. and President of Southfork Electronics, Inc. Ms. Wickham holds a Bachelor
of Science Degree in Psychology from Brigham Young University.
Mark L. Ballard. Mr. Ballard was elected to the Board of Directors in
1994 and is currently employed by the Company as Vice President of Laser
Corporation and President of American Laser and A.R.C. Laser Corporations. He
was elected to these positions in May 1991, June 1994, and June 1996
respectively. Prior to May 1991, Mr. Ballard held various executive, officer and
director positions for the Company and its subsidiaries. He has been employed by
the Company since 1975, with the exception of one year during 1983-1984 at which
time he was President and a director of HGM. Mr. Ballard holds a Bachelor of
Arts degree in Accounting from Utah State University.
-6-
Rod O. Julander. Dr. Julander was elected to the Board of Directors and
as Secretary of the Company in 1989. Dr. Julander has been a Professor of Public
Administration at Weber State University, Ogden, Utah, since 1960 and is
Chairman of the Political Science Department. In 1984 he was a consultant for
University of Utah Center for Public Administration, and a lobbyist for the Utah
Chapter of the National Association of Social Workers and the Utah Society of
Radiologic Technologists. In 1967 he was Personnel Consultant at Hill Air Force
Base, Utah and from 1965 to 1966 was Executive Director of the Utah Committee on
Children and Youth. Dr. Julander received his Bachelor of Science and Master of
Science in Philosophy and his Ph.D. in Political Science from the University of
Utah.
Reinhardt Thyzel. Mr. Thyzel was elected to the Board of Directors
October 16, 1998. Mr. Thyzel is currently President and founder of A.R.C. AG,
Switzerland, a company engaged since 1997, in the development of medical lasers.
In 1996 Mr. Thyzel founded A.R.C. GmbH in Germany for the development and sales
of dermatological and dental lasers. From 1989 through 1996 Mr. Thyzel was a
consultant for Spectron Laser Systems, England. Mr. Thyzel provided the key
experience and management to expand Spectron's scientific product line to a
successful industrial laser line. During 1977 Mr. Thyzel founded Meditec, GmbH
in which he was the owner and President. This company developed, manufactured
and sold medical lasers primarily in the field of ophthalmology until 1989 when
it was sold. Mr. Thyzel received his degree in engineering in 1972 and is a
resident of Switzerland.
Dr. Julander and Mr. Thyzel are employed full time in activities which
do not involve the Company. Ms. Wickham is employed full time by the Company as
its President, Chief Executive Officer and Treasurer. Mr. Ballard is employed
full time by the Company as its Vice President and Assistant Secretary. If any
outside director is requested to perform services for the Company beyond normal
service as a director, such director will be compensated for the performance of
such services at rates to be agreed upon by such director and the Company.
There are no family relationships between any directors or executive
officers of the Company.
-7-
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash remuneration paid by
the Company for services rendered in all capacities during the last fiscal year
by its Chief Executive Officer and by its most highly compensated executive
officers whose cash remuneration from the Company and its subsidiaries exceeded
$100,000. No executive officer received cash remuneration in excess of $100,000
in 2000.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
------------------------ ------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Re- Securities
Annual stricted Underlying LTIP All Other
Name and Year Compen- Stock Options/ Pay- Compen-
Principal Ended Salary Bonus sation(1) Award(s) SARs outs sation(2)
Position Dec. 31 ($) ($) ($) ($) (#) ($) ($)
- ------------------------------------------------------------------------------------------
B. Joyce Wickham 2000 $72,100 $ 8,208(3) $717 - -0- - $7,765
President, Chief 1999 $72,100 $ 7,971 $456 - 4,000 - $4,160
Executive Officer, 1998 $72,100 $20,505 $609 - 2,000 - $4,715
and Director
(1) Amounts include Company payments for additional health insurance coverage.
(2) Payments in lieu of vacation and sick time earned.
(3) Paid for bonus earned during fiscal 1999.
Other Compensation
- ------------------
Ms. Wickham's Employment Agreement provides to Ms. Wickham, as
additional compensation, a payment equal to fifty percent (50%) of the price
actually paid by her to purchase stock of the Company during any calendar year
of her employment, up to a maximum of ten percent (10%) of her annual
compensation for such year. Ms. Wickham has not purchased any shares pursuant to
this provision.
The Company does not have a key-man life insurance policy on the life
of any executive officer or director. The Company provides health and life
insurance to its employees. The Company had no other retirement, pension or
similar programs in 2000. In 1990, the Company established a 401(k) retirement
program for employees. The Company did not make a contribution to the Plan in
2000.
-8-
Stock Option Plans
- ------------------
Until their expiration on June 30, 1998, the Company had two
shareholder approved stock option plans for key employees: an incentive stock
option plan pursuant to which incentive stock options to purchase a maximum of
62,500 shares of common stock could be issued and a non-statutory stock option
plan pursuant to which non-qualified stock options to purchase 62,500 shares
could be issued. There are 15,000 shares that remain exercisable under the
incentive stock plan and 12,500 shares that remain exercisable under the non-
statutory stock option plan. The maximum term of options granted under either
plan is five years. Each of the plans provides that if the optionee's employment
by the Company is terminated for any reason the option shall thereupon expire
and any and all right to purchase shares pursuant thereto shall terminate ninety
days after the optionee's employment terminates. On May 25, 1999, the
Shareholders ratified and approved the Laser Corporation 1999 Stock Incentive
Plan. The Stock Option Committee of the Board of Directors approved the new
stock incentive plan. The plan provides for the issuance of stock options,
performance stock units and restricted stock units. The maximum number shares of
the Company's common stock reserved and available for issuance under the plan is
150,000 shares. The Stock Option Committee of the Board of Directors administers
the plan and has discretion to determine the terms of options granted under each
plan. Such terms include the exercise price of each option, the number of shares
subject to each option, and the exercisability of such options. Options issued
under the plan must be granted at the fair market value on the date of grant. A
stock option granted under the plan will become exercisable in two increments.
The first third is immediately exercisable and the remaining two-thirds is
exercisable upon the first anniversary date of the grant. The maximum term of
options granted under the plan is ten years. The plan provides that if the
optionee's employment by the Company is terminated for any reason the unvested
portion of any restricted stock unit awards or performance stock unit awards
will be canceled. Stock options held by an employee who is terminated for any
reason other than death, disability, without cause or constructive termination,
may be exercised within 90 days following such termination, to the extent the
option was exercisable. Under the new plan in 1998, options to purchase an
aggregate of 4,000 shares of common stock at an exercise price of $1.125 per
share were granted to two officers, with such grant subject to approval of the
1999 Stock Incentive Plan by the Shareholders. During 1999, options to purchase
an aggregate of 4,000 shares of common stock were granted to two officers at an
exercise price of $1.6875 and an aggregate of 4,000 shares of common stock were
granted to four non-officer employees at an exercise price of $1.6875 per share.
In addition during 1999, stock options to purchase an aggregate of 4,000 shares
of common stock were granted to two officers at an exercise price of $4.59 and
an aggregate of 10,000 shares of common stock were granted to ten non-officer
employees at an exercise price of $4.59. No stock options were issued during
2000. The stock incentive plan, as approved, expires on January 1, 2009.
The following table sets forth information respecting all individual grants
of options and stock appreciation rights ("SARs") made during the last completed
fiscal year to any of the executives named in the Summary Compensation Table
above.
-9-
Option/SAR Grants in Last Fiscal Year
Individual Grants
- ------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs
Underlying Granted Exercise or Ex-
Options/SARs During Base Price piration
Name Granted (#) Fiscal Year(1) ($/share) Date
- ------------------------------------------------------------------------
B. Joyce Wickham none
Director Options
- ----------------
On October 16, 1987, the Board of Directors adopted a resolution,
ratified by the Shareholders of the Company, granting all non-employee directors
five-year options to purchase 10,000 shares of common stock, at the end of each
six months of service as a director, at the last reported sale price on the date
of grant. Such options will not be granted under the incentive or non-statutory
stock option plans. On March 22, 1990, the Board of Directors adopted a
resolution terminating the director option program. On May 29, 1992 the Board of
Directors reinstated this option plan whereby each outside director would be
granted a five-year option to purchase 2,000 shares of common stock at the end
of each six months of service as a director beginning on June 1, 1992. The plan
provides that if a director shall cease to be a director of the Corporation for
any reason the option may be exercised by the former director at any time within
one year after such cessation. A formalized Stock Option Plan and Stock Option
Agreement was adopted on September 10, 1992, effective May 29, 1992. On June 1,
1993 the plan was amended to change the method of calculating the exercise price
to that of the employee's Incentive Stock Option Plan. All amounts shown have
been adjusted to take into account the five for four stock dividend. During
1998, options to purchase an aggregate 2,000 shares of common stock at an
exercise price of $2.0155 and an aggregate of 4,000 shares of common stock at an
exercise price of $1.125 per share were granted. In 1999, options to purchase an
aggregate of 4,000 shares of common stock at an exercise price of $1.6875 per
share and an aggregate of 4,000 shares of common stock at an exercise price of
$4.59 per share were granted. During 2000, options to purchase an aggregate
4,000 shares of common stock at an exercise price of $6.0625 per share were
granted and an aggregate of 4,000 shares of common stock at an exercise price of
$6.00 per share were granted.
-10-
Termination of Employment Arrangement
- -------------------------------------
Employment Agreements between B. Joyce Wickham and the Company and Mark
L. Ballard and the Company, provided that in the event of termination by the
Company of their employment, Ms. Wickham shall be entitled to twelve months of
severance benefits at the time of termination and Mr. Ballard shall be entitled
to eleven months of severance benefits at the time of termination, unless such
termination shall be for cause, lack of performance, resignation or by reason of
death.
Compensation of Directors
- -------------------------
Board members who are also employees of the Company do not receive any
directors' fees. Non-employee Board members receive $10,000 per year in
directors' fees, however, during 2000 the Directors received the Company's
common stock in lieu of cash fees. Directors are reimbursed for their expenses
of attending meetings outside the area in which they live.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reinhardt Thyzel, a director and significant stockholder of the
Company, is an owner and officer of A.R.C. GmbH, Germany and A.R.C. AG,
Switzerland (collectively "A.R.C."). The Company is currently selling laser
products to and purchasing laser products and systems from these entities.
During 2000 sales to A.R.C. totaled $678,245. Purchases by the Company from
A.R.C. in 2000 totalled $496,435. In addition, the Company and A.R.C. have
formed a strategic partnership for the development, marketing and sales of
medical products. The Company has a distribution agreement with A.R.C. AG for
rights to sell and manufacture the complete Dodick Photolysis medical system.
This agreement includes a royalty fee to be paid to A.R.C. and exclusive rights
to sell in the U.S.A., Canada, Mexico and Brazil.
PROPOSED AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION
The Board of Directors has unanimously approved two (2) amendments to
the Company's Articles of Incorporation as follows:
(1) the amendment of Article IV to increase to 40,000,000 from
10,000,000 the number of shares of Common Stock, par value $.05 per
share (the "Common Stock"), which the Company is authorized to issue
without further approval of the shareholders of the Company; and
(2) an additional amendment of Article IV to authorize the issuance
by the Company of up to 10,000,000 shares of Preferred Stock, without
par value (the "Preferred Stock"), in one or more series, from time to
time, and having such rights, preferences, privileges, designations and
other terms, as the Board of Directors may determine without further
approval of the shareholders of the Company.
The shareholders will be requested to consider and vote upon each of
these two amendments separately at the Annual Meeting. These proposed amendments
are attached as Exhibit A to this Proxy Statement. The Board of Directors
recommends that the shareholders approve these amendments.
-11-
PROPOSAL 2 - AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's Articles of Incorporation currently authorize 10,000,000
shares of Common Stock. Of the 10,000,000 shares of Common Stock currently
authorized for issuance, approximately 8,281,809 shares are unissued and
unreserved for issuance. The proposed amendment would increase the number of
authorized shares of the Company's Common Stock to 40,000,000.
If the proposed amendment to the Articles of Incorporation is approved,
the authorized shares of Common Stock in excess of those issued and reserved
will be available for issuance at such times and for such corporate purposes as
the Board of Directors may deem advisable without further action by the
Company's shareholders, unless such action is required in a specific case by
applicable laws or regulations or stock exchange rules.
The Board of Directors believes that it is in the Company's best
interests to increase the number of authorized shares of Common Stock in order
to have additional authorized shares available for issuance to meet business
needs as they may arise. The Board of Directors believes that the availability
of such additional shares will provide the Company with the flexibility to issue
Common Stock for proper corporate purposes which may be identified by the Board
of Directors in the future, including stock splits, stock dividends, financing
or acquisitions. Management currently has no arrangements, agreements,
understandings or plans for the issuance of the additional shares of Common
Stock proposed to be authorized.
The issuance of additional Common Stock could have the effect of
diluting voting power per share or the book value per share of the outstanding
Common Stock. Holders of the Company's Common Stock do not have preemptive
rights to purchase shares in future issuances. Also, the existence of unissued
and unreserved Common Stock could, in certain instances, render more difficult
or discourage a merger, tender offer, or proxy contest, and thus potentially
have an "anti-takeover" effect. An issuance of stock can make acquisition of a
company more difficult or more costly. An issuance of stock could deter the
types of transactions that may be proposed or could discourage or limit the
shareholders' participation in certain types of transactions that might be
proposed (such as a tender offer), whether or not such transactions were favored
by the majority of the shareholders.
The Board of Directors of the Company will, however, consider any
proposals to acquire control of the Company that may arise in the future in
accordance with their fiduciary duties and their judgment as to the best
-12-
interests of the shareholders of the Company at that time. The Company's
Articles of Incorporation and Bylaws do not presently contain provisions having
an anti-takeover effect. The proposed amendments to increase the authorized
Common Stock and to authorize Preferred Stock are not part of a plan by
management of the Company to adopt a series of anti-takeover measures, and
management has no present intention or plans to propose anti-takeover measures
in future proxy solicitations.
The Board of Directors does not intend to issue any Common Stock except
on terms which the Board deems to be in the best interests of the Company and
its then-existing shareholders.
If approved by the shareholders, the proposed amendment to Article IV
of the Company's Articles of Incorporation regarding its Common Stock will
become effective upon filing of Articles of Amendment with the Utah Division of
Corporations and Commercial Code, which is expected to be accomplished on May
17, 2001, or as soon thereafter as practicable.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND
ARTICLE IV OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED
COMMON STOCK.
PROPOSAL 3 - AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO
AUTHORIZE THE ISSUANCE OF SHARES OF PREFERRED STOCK IN ONE OR MORE SERIES
No preferred stock is presently authorized by the Company's Articles of
Incorporation. The proposed amendment would authorize the Board of Directors,
without any further shareholder action (unless such action is required in a
specific case by applicable laws or regulations or stock exchange rules), to
issue from time to time Preferred Stock as one class without series or in one or
more series and to fix by resolution the designations, preferences, limitations
and relative rights of such class or each such series. The class as a whole or
any series of Preferred Stock could, as determined by the Board of Directors at
the time of issuance, rank, with respect to dividends, limited voting rights,
redemption and liquidation rights, senior to the Company's Common Stock.
Under the proposed amendment, the Preferred Stock would have no voting
rights except for the following:
(a) voting rights required by applicable law (which currently
provides for a vote of a class or series for certain amendments to the
articles of incorporation affecting the class or series);
(b) voting rights which the Board of Directors may grant to the
class or a series of the Preferred Stock with respect to any amendment
of the Company's Articles of Incorporation which adversely affects any
right, preference or a limitation of the class or series; and
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(c) voting rights which the Board of Directors may grant to the
class or a series of the Preferred Stock to elect a certain number of
directors of the Company if there is a failure to pay dividends on the
class or series for a period of time or to make a mandatory redemption
payment when due for the class or series.
The terms, conditions and limitations of any such voting rights will be
determined by the Board of Directors, including the number of directors to be
elected and the time period for which there must be a failure to pay any
dividends for voting rights to occur. The Board of Directors of the Company
believes that the Common Stock should be the only class with unlimited voting
power.
In the Board of Directors' opinion, the primary reason for authorizing
the Preferred Stock is to provide flexibility for the Company's capital
structure. The Board of Directors believes that this flexibility is necessary to
enable it to tailor the specific terms of a class or series of Preferred Stock
that may be issued to meet market conditions and financing opportunities as they
arise, without the expense and delay that would be entailed in calling a
shareholders meeting to approve the specific terms of the class or any series of
Preferred Stock.
The Preferred Stock may be used by the Company for any proper corporate
purpose. Such purpose might include, without limitation, issuance as part or all
of the consideration required to be paid by the Company in the acquisition of
other businesses or properties, or issuance in public or private sales for cash
as a means of obtaining additional capital for use in the Company's business and
operations. The Company currently has no arrangements, agreements,
understandings or plans for the issuance of any Preferred Stock.
It is not possible to state the precise effects of the authorization of
the Preferred Stock upon the rights of the holders of the Company's Common
Stock, until the Board of Directors determines the respective preferences,
limitations, and relative rights of the holders of the class as a whole or of
any series of the Preferred Stock. Such effects might include:
(a) reduction of the amount otherwise available for the payment of
dividends on Common Stock, to the extent dividends are payable on any
issued Preferred Stock;
(b) restrictions on dividends on the Common Stock;
(c) voting rights of any series or the class of Preferred Stock to
vote separately, or to vote with the Common Stock, on limited matters
as indicated above;
(d) conversion of the Preferred Stock into Common Stock at such
prices as the Board determines, which could include issuance at below
the fair market value or original issue price of the Common Stock,
diluting the book value per share of the outstanding Common Stock; and
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(e) the holders of Common Stock not being entitled to share in the
Company's assets upon liquidation until satisfaction of any liquidation
preference granted to holders of the Preferred Stock.
In regards to (a) and (b) above, the Company has not paid nor does it
anticipate paying any dividends on Common Stock.
In addition, the existence of unissued Preferred Stock could, in
certain instances, render more difficult or discourage a merger, tender offer,
or proxy contest and thus potentially have an "anti-takeover" effect, especially
if stock were issued in response to a potential takeover. Issuances of stock,
including preferred stock with conversion rights, can and have been implemented
by some companies in a manner intended to make acquisition of the companies more
difficult or more costly. Please see a further discussion of such effects under
"Proposal to Amend the Company's Articles of Incorporation to Increase the
Number of Authorized Shares of Common Stock".
If approved by the shareholders, this proposed additional amendment to
Article IV, with respect to Preferred Stock, will become effective upon filing
Articles of Amendment with the Utah Division of Corporations and Commercial
Code, which is expected to be accomplished on May 17, 2001, or as soon
thereafter as practicable.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND
ARTICLE IV TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK.
PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Tanner + Co. as the
independent public accountants of the Company for the fiscal year ending
December 31, 2001. Tanner + Co. has served as the Company's independent public
accountants since November 4, 1994.
During the two most recent years the Company has not consulted with
Tanner + Co. on items which (i) were or should have been subject to SAS 50 or
(ii) concerned the subject matter of a disagreement or reportable event with the
former auditor, (as described in Regulation S-K Item 304(a)(2)).
Representatives of Tanner + Co. are expected to attend the Annual
Meeting of Shareholders and will be available to respond to appropriate
questions and will be afforded the opportunity to make a statement if they
desire to do so.
AUDIT FEES
The aggregate fees billed or to be billed by Tanner + Co. for
professional services rendered for the audit of the Company's annual financial
statements for the fiscal year ended December 31, 2000 and for the reviews of
the financial statements included in the Company's Quarterly Reports on Form
10-QSB for that fiscal year were approximately $22,000. All fees for other
services were immaterial.
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In the absence of instructions to the contrary, the persons named in
the Proxy will vote the Proxies FOR ratification of the selection of Tanner +
Co. as independent public accountants for the Company.
SHAREHOLDER PROPOSALS
If a Shareholder wishes to present a proposal at the 2002 Annual
Meeting of Shareholders, the proposal must be received by Laser Corporation,
2417 South 3850 West, Salt Lake City, Utah 84120 prior to December 14, 2001. The
Board of Directors will review any proposal which is received by that date and
determine whether it is a proper proposal to present at the 2002 Annual Meeting.
VOTE REQUIRED
A majority of the 1,630,109 issued and outstanding shares of common
stock of the Company shall constitute a quorum at the Annual Meeting. Under the
Utah Revised Business Corporation Act, the affirmative vote of at least a
majority of the shares represented at the meeting is required for all proposals
to come before the meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present and has not been informed that any other
person intends to present, a matter for action at the 2001 Annual Meeting other
than as set forth herein and in the Notice of Annual Meeting. If any other
matter properly comes before the meeting, it is intended that the holders of
Proxies will act in accordance with their best judgment. The Board of Directors
may read the minutes of the 2000 Annual Meeting of Shareholders and make
reports, but Shareholders will not be requested to approve or disapprove such
minutes or reports.
In addition to the solicitation of proxies by mail, certain of the
officers and employees of the Company, without extra compensation, may solicit
proxies personally or by telephone. The Company will also request brokerage
houses, nominees, custodians and fiduciaries to forward soliciting materials to
the beneficial owners of common stock held of record and will reimburse such
persons for forwarding such material. The cost of this solicitation of proxies
will be borne by the Company.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB (INCLUDING
FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS SCHEDULES) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "10-KSB") MAY BE OBTAINED WITHOUT CHARGE
BY WRITING TO THE COMPANY, ATTENTION: ROD O. JULANDER, SECRETARY, 2417 SOUTH
3850 WEST, SALT LAKE CITY, UTAH 84120. COPIES OF THE COMPANY'S 2000 ANNUAL
REPORT TO SHAREHOLDERS, INCLUDING THE 10-KSB, ARE BEING MAILED WITH
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THIS PROXY STATEMENT. ADDITIONAL COPIES MAY BE OBTAINED BY WRITING TO
LASER CORPORATION, ATTENTION: ROD O. JULANDER, SECRETARY, 2417 SOUTH 3850 WEST,
SALT LAKE CITY, UTAH 84120.
The enclosed Proxy is furnished for you to specify your choices with
respect to the matters referred to in the accompanying Notice and described in
this Proxy Statement. If you wish to vote in accordance with the Board's
recommendations, merely sign, date and return the Proxy in the enclosed
envelope, which requires no postage if mailed in the United States. A prompt
return of your Proxy will be appreciated.
By Order of the Board of Directors
Rod O. Julander, Secretary
Salt Lake City, Utah
April 16, 2001
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EXHIBIT A
TO PROXY STATEMENT
Dated April 16, 2001
Text of Proposed Amendment to Articles of Incorporation
1. Article IV is hereby amended in its entirety to read as follows:
"The corporation shall have the authority to issue 40,000,000 shares of
common stock, each having a par value of $.05 per share. All common shares
issued by the corporation shall be fully paid and nonassessable and shall have
equal rights."
2. Article IV is hereby further amended by the addition of the following
three paragraphs:
"In addition, the corporation shall have the authority to issue
10,000,000 shares of preferred stock, without par value. Such preferred stock
may be issued in series. Notwithstanding the rights of common stock stated
above, the entitlement of the common stock to receive net assets of the
corporation upon dissolution, and the voting rights of common stock, shall be
subject to the voting and other rights, if any, provided to the holders of
preferred stock by these Articles of Incorporation. Except for and subject to
those rights expressly granted to the holders of the preferred stock, or except
as may be provided by law, the holders of common stock shall have exclusively
all other rights of shareholders.
This corporation's Board of Directors shall have the authority, without
shareholder action, to determine the preferences, limitations and relative
rights of any preferred stock (whether in a series or as a class), including
without limitation the following:
(i) the designation of any series or class of preferred stock;
(ii) the number of shares constituting the series or class;
(iii) voting rights , if any, complying with the limitations on voting
rights stated in this Article IV for preferred stock, except that no condition,
limitation, or prohibition on voting shall eliminate any right to vote required
by Utah law;
(iv) any redemption rights and, if provided, the terms and conditions
of such redemption, including without limitation the date or dates upon or after
which any preferred stock shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions and at
different redemption dates;
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(v) any sinking fund for the redemption or purchase of shares of a
series or class, and, if provided, the terms and amount of such sinking fund;
(vi) conversion rights and, if provided, the terms and conditions of
such conversion, including provision for adjustment of the conversion rate in
such events as the Board of Directors shall determine;
(vii) distribution rights, including without limitation a dividend rate
and the determination of whether such rights are cumulative, noncumulative or
partially cumulative; and
(viii) preference rights over any other class or series of shares with
respect to distributions, including without limitation any priority as to
dividends and as to distributions upon the dissolution of the corporation.
The preferred stock of the corporation shall have no voting rights
except:
(i) the preferred stock shall have voting rights required by applicable
law (which required voting rights may be set forth in the preferences,
limitations and relative rights of a class or series);
(ii) any preferred stock of a class or series may have voting rights
with respect to any amendment, alteration or repeal of any provision of the
Corporation's Articles of Incorporation which adversely affects any right,
preference or limitation of the class or series; and
(iii) any preferred stock of a class or series may have voting rights
to elect a certain number of directors of the corporation in the event of the
corporation's failure to pay dividends on the class or series for a period of
time or to make a mandatory redemption payment when due for the class or series.
The Board of Directors shall, in accordance with the authority granted
to Board of Directors in this Article IV, determine whether any such voting
rights, not required by applicable law, shall exist and shall also determine the
terms, conditions and limitations of any such voting rights, including without
limitation the number of and time period for any such failures to pay dividends
necessary for voting rights to occur and the number of directors to be elected
by a class or series after such an event."
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LASER CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
MAY 17, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints B. Joyce Wickham and Rod O. Julander and each of
them (acting jointly or, if one be present, then by that one alone) as Proxies,
with full power of substitution, and hereby authorizes them to represent and
vote, as designated below, all shares of Common Stock of the Company held of
record by the undersigned or with respect to which the undersigned is entitled
to vote and act on April 6, 2001 at the Annual Meeting of Shareholders to be
held at the Company's corporate offices at 2417 South 3850 West, Salt Lake City,
Utah, on Tuesday, May 17, 2001 at 9:00 a.m., local time, or at any adjournment
thereof, and especially to vote as follows:
1. Election of Directors
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed below
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH A NOMINEE'S NAME IN THE LIST BELOW:)
B. Joyce Wickham Rod O. Julander Mark L. Ballard Reinhardt Thyzel
2. To approve an amendment to the Company's Articles of Incorporation to
increase the authorized number of shares of the Company's Common Stock to
40,000,000 shares.
FOR AGAINST ABSTAIN
3. To approve an amendment to the Company's Articles of Incorporation to
authorize up to 10,000,000 shares of Preferred Stock of the Company issuable in
one or more series.
FOR AGAINST ABSTAIN
4. To approve the selection of Tanner + Co. as the independent certified public
accountants of the Company for the fiscal year ending December 31, 2001.
FOR AGAINST ABSTAIN
5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof.
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR AS SELECTED BY THE BOARD OF
DIRECTORS AND FOR PROPOSALS 2, 3, AND 4.
PLEASE SIGN AND DATE THIS PROXY WHERE SHOWN BELOW AND RETURN IT PROMPTLY:
Date:__________________________,2001
Signed:_____________________________
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(Please sign above exactly as the shares are issued. When shares are held by
joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership please sign in partnership name by authorized person.)
No Postage Is Required If This Proxy Is Returned In The Enclosed Envelope And
Mailed In The United States.
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